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Texas Business Organizations Code - Section 101.356. Votes Required To Approve Certain Actions

Legal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 101.356. Votes Required To Approve Certain Actions

§ 101.356. VOTES REQUIRED TO APPROVE CERTAIN 
ACTIONS.  (a) Except as provided in this section or any other 
section in this title, an action of a limited liability company may 
be approved by the company's governing authority as provided by 
Section 101.355.
	(b)  Except as provided by Subsection (c), (d), or (e) or any 
other section in this title, an action of a limited liability 
company not apparently for carrying out the ordinary course of 
business of the company must be approved by the affirmative vote of 
the majority of all of the company's governing persons.
	(c)  Except as provided by Subsection (d) or (e) or any other 
section in this title, a fundamental business transaction of a 
limited liability company, or an action that would make it 
impossible for a limited liability company to carry out the 
ordinary business of the company, must be approved by the 
affirmative vote of the majority of all of the company's members.
	(d)  Except as provided by Subsection (e) or any other 
section of this title, the company's members must approve by an 
affirmative vote of all the members:
		(1)  an amendment to the certificate of formation of a 
limited liability company;  or
		(2)  a restated certificate of formation that contains 
an amendment to the certificate of formation of a limited liability 
company.
	(e)  A requirement that an action of a limited liability 
company must be approved by the company's members does not apply 
during the period prescribed by Section 101.101(b).
	(f)  Approval of a restated certificate of formation by a 
limited liability company's members is required only if the 
restated certificate contains an amendment.

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.  Amended by 
Acts 2005, 79th Leg., ch. 64, § 74, eff. Jan. 1, 2006.

Last modified: August 11, 2007